US Foods EVP uses shares to cover tax withholding

US Foods Holding Corp. executive David L. Poe Jr., EVP and Chief Merchant, reported routine tax-related share withholdings.

Rhea-AI Filing Summary

US Foods Holding Corp. executive David L. Poe Jr., EVP and Chief Merchant, reported routine tax-related share withholdings. On March 24 and March 25, a total of 1,715 shares of Common Stock were withheld at prices of $91.13 and $92.48 per share to satisfy tax obligations tied to the vesting of restricted stock units, as noted in the footnote. After these transactions, he directly held 39,195 shares of Common Stock, indicating the withholdings represent a relatively small portion of his overall stake and do not reflect open-market selling.

Insights

Equity compensation and insider-transactions analyst

Routine tax-withholding on vested RSUs, not an open-market sale.

Executive vice president David L. Poe Jr. had 1,715 US Foods Holding Corp. shares withheld in two Form 4 transactions coded F. The filing states these withholdings satisfied tax obligations from vesting restricted stock units, a standard equity-compensation mechanism.

Because the shares were used to pay taxes rather than sold in the market, these dispositions carry little information about his view of the stock. After the withholdings, he directly holds 39,195 Common Stock shares, so the reported amount is modest relative to his position.

The filing shows no option exercises or open-market trades, and the derivative position table is empty. Overall, this appears to be routine administration of equity awards rather than a strategic change in ownership.

Insider Trade Summary

Exercise Price or Tax Liability: 1,715 shares

Exercise Price or Tax Liability 2 txns

Insider Poe David L Jr

Role EVP, Chief Merchant

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	821	$92.48	$76K
Exercise Price or Tax Liability	Common Stock	894	$91.13	$81K

Holdings After Transaction: Common Stock — 39,195 shares (Direct)

Footnotes (1)

1. F1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did USFD executive David L. Poe Jr. report in this Form 4?

David L. Poe Jr. reported share withholdings used to cover taxes on vested restricted stock units. Two Form 4 transactions show 1,715 US Foods Holding Corp. shares withheld rather than sold in the open market, reflecting routine equity compensation administration.

How many US Foods (USFD) shares were withheld for taxes in this filing?

A total of 1,715 US Foods Holding Corp. Common Stock shares were withheld. The transactions occurred at prices of $91.13 and $92.48 per share, and were coded as tax-related dispositions associated with restricted stock unit vesting, not discretionary open-market sales.

Does this USFD Form 4 show David L. Poe Jr. selling shares in the market?

No, the Form 4 does not show open-market selling. Both transactions are coded “F” and the footnote explains the shares were withheld to satisfy tax obligations from restricted stock unit vesting, a standard non-market mechanism for paying equity-related taxes.

How many US Foods (USFD) shares does David L. Poe Jr. hold after the transactions?

Following the reported tax-withholding transactions, David L. Poe Jr. directly holds 39,195 shares of US Foods Holding Corp. Common Stock. This indicates that the 1,715 shares withheld for taxes represent a relatively small amount compared with his remaining direct ownership stake.

What does transaction code 'F' mean in the USFD insider filing?

Code “F” indicates payment of an exercise price or tax liability by delivering securities. In this US Foods Holding Corp. filing, it signifies that 1,715 shares were withheld to cover tax obligations tied to vesting restricted stock units, rather than voluntarily sold in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/26/2026 - 04:27 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Poe David L Jr

(Last) (First) (Middle)

9399 W. HIGGINS RD., SUITE 100

(Street)

ROSEMONT ILLINOIS 60018

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
US Foods Holding Corp. [ USFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Merchant

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		F		894(1)	D	$91.13	40,016	D
Common Stock	03/25/2026		F		821(1)	D	$92.48	39,195	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock units.

Remarks:

	/s/ Alexander J. Vargas Attorney In Fact	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)